REG - WH Smith PLC - Results of capital raise

WH SmithAnnouncement

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RNS Number : 8111H  WH Smith PLC  10 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

10 June 2026

WH SMITH PLC

Results of capital raise

 

Further to the announcement released earlier today by WH Smith PLC ("WHSmith"
or the "Company"), the Company now announces the successful pricing of new
ordinary shares in the capital of the Company (the "Capital Raise").

A total of 25,046,629 new ordinary shares in WHSmith (the "Placing Shares")
have been placed by Barclays Bank PLC ("Barclays"), Goldman Sachs
International ("Goldman Sachs") and J.P. Morgan Securities plc, which conducts
its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove") at a price of 410 pence per Placing Share, with existing and new
institutional investors (the "Placing"). Barclays, Goldman Sachs and J.P.
Morgan Cazenove are acting as Joint Global Coordinators and Joint Bookrunners
(together, the "Banks") in relation to the Placing. Merrill Lynch
International ("BofA Securities", or the "Financial Adviser") is acting as
Financial Adviser to the Company in relation to the Placing.

Concurrently with the Placing, eligible retail investors have subscribed in
the offer made by the Company via RetailBook for a total of 244,000 new
ordinary shares (the "Retail Offer Shares") at the Placing Price (the "Retail
Offer").

In addition, certain directors and members of management of the Company will
subscribe (the "Subscription") for an aggregate of 514,631 new ordinary shares
in the capital of the Company (the "Subscription Shares") at the Placing Price
pursuant to subscription letters entered into with the Company.

The Placing, Retail Offer and Subscription, which together comprise the
Capital Raise, raised gross proceeds of approximately £106 million. The
Placing Price represents a discount of 0.5% to the middle market price of 412
pence at the time at which the Company and the Banks agreed the Placing Price.
The Placing Shares, Retail Offer Shares and Subscription Shares represent
approximately 20% of the issued ordinary share capital of WHSmith prior to the
Placing, Retail Offer and Subscription.

An application has been made to the London Stock Exchange plc (the "LSE") for
admission to trading of the Placing Shares, the Retail Offer Shares and
Subscription Shares on the LSE's main market for listed securities (together,
"Admission"). It is expected that Admission will take place at or around 8:00
a.m. on 12 June 2026 (or such later date as may be agreed between WHSmith and
the Banks) and that dealings in the Placing Shares, Retail Offer Shares and
Subscription Shares will commence at the same time.

The Placing, Retail Offer and Subscription are conditional upon, amongst other
things, Admission becoming effective and the placing agreement between the
Company and the Banks not being terminated in accordance with its terms.

The Placing Shares, Retail Offer Shares and Subscription Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects
with the existing issued ordinary shares of WHSmith, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.

Following Admission, the total number of ordinary shares in issue in WHSmith
will be 152,258,405. WHSmith holds no ordinary shares in treasury. This figure
may be used by shareholders as the denominator for the calculations by which
they determine if they are required to notify their interest in, or a change
to their interest in, WHSmith under the FCA's Disclosure Guidance and
Transparency Rules.

The Company has undertaken that, between the date of this Announcement and 180
calendar days after the date of Admission, it will not, directly or
indirectly, issue or allot ordinary shares, subject to customary exceptions or
waiver by the Banks.

Related party transaction

Causeway Capital Management LLC ("Causeway") is a substantial shareholder in
the Company for the purposes of the UK Listing Rules as a result of being
entitled to exercise, or to control the exercise of, 20 per cent. or more of
the votes able to be cast at general meetings of the Company. Causeway is
therefore considered to be a related party for the purposes of the UK Listing
Rules. Causeway has agreed to subscribe for 6,461,433 Placing Shares,
amounting to a total subscription of approximately £26 million.

The participation in the Placing by Causeway constitutes a notifiable related
party transaction falling within UK Listing Rule 8.2.1R.  Accordingly, the
Board of Directors of the Company (comprising for these purposes independent
directors) confirms that it considers that Causeway's participation in the
Placing is fair and reasonable as far as shareholders of the Company are
concerned, and that the Board has been so advised by J.P. Morgan Cazenove as
Sponsor to the Company.

Subscription

Certain directors, persons discharging managerial responsibilities and other
members of management of the Company have agreed to subscribe for Subscription
Shares, at the Placing Price, as follows:

 Name                         Number of Subscription Shares
 Leo Quinn                    365,853
 Max Izzard                   36,585
 Simon Emeny                  2,439
 Situl Jobanputra             3,658
 Helen Rose                   12,195
 Andrew Harrison              24,390
 Huw Crwys-Williams           18,292
 Ian Houghton                 24,390
 Other members of management  26,829 (in aggregate)

 

Enquiries

For further information please contact:

 WH Smith PLC
 Nicola Hillman  Media Relations      +44 20 4642 9892

 Mark Boyle      Investor Relations   +44 78 7989 7687

 Brunswick
 Tim Danaher                          +44 20 7404 595

 
 

Herbert Smith Freehills Kramer LLP is acting as legal adviser to the Company
in respect of the Capital Raise.

Allen Overy Shearman Sterling LLP is acting as legal advisers to the Banks in
respect of the Capital Raise.

Pre-Emption Group reporting

The Capital Raise is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer       WH Smith PLC
 Transaction details  The Capital Raise of 25,805,260 new ordinary shares comprises the Placing to
                      institutional investors, the Retail Offer to eligible UK retail investors
                      via RetailBook and the Subscription by certain directors and members of
                      management of the Company, and represents, in aggregate, approximately 20 per
                      cent of the existing issued ordinary share capital of the Company prior to the
                      Capital Raise. Settlement for the Placing Shares, Retail Offer Shares and
                      Subscription Shares and Admission are expected to take place on or
                      before 8:00 a.m. on 12 June 2026.
 Use of proceeds      The net proceeds of the Capital Raise will strengthen the balance sheet,
                      enable continued execution of the Company's growth and transformation agenda,
                      provide greater confidence around the Group's leverage position, and reduce
                      the Group's reliance on debt funding as it executes its long-term growth
                      strategy. Accordingly, the Capital Raise is expected to reduce leverage from
                      the current higher than targeted leverage levels to around 2x by the end of
                      the 2026 financial year.
 Quantum of proceeds  In aggregate, the Capital Raise raised gross proceeds of approximately £106
                      million and net proceeds of approximately £102 million.
 Discount             The Placing Price represents a discount of 0.5% to the middle market price of
                      412 pence at the time at which the Company and the Banks agreed the Placing
                      Price.
 Allocations          Allocations were determined in consultation between the Company and the Banks,
                      and allocations were carried out in compliance with the applicable MiFID II
                      allocation requirements. Where possible, soft pre-emption has been adhered to
                      in the allocations process. Allocations made outside of soft pre-emption were
                      preferentially directed towards existing shareholders in excess of their pro
                      rata entitlements, and wall-crossed investors.
 Consultation         Prior to launch of the Placing, the Banks undertook a market sounding process,
                      including with major shareholders, to the extent reasonably practicable and
                      permitted by law.
 Retail investors     The Capital Raise included the Retail Offer, for a total of 244,000 ordinary
                      shares, via the RetailBook platform.

                      Retail investors who participated in the Retail Offer were able to do so at
                      the same Placing Price as all other investors participating in the Placing and
                      the Subscription.

                      The Retail Offer was made available to existing shareholders and new investors
                      in the UK. Investors were able to participate through RetailBook's partner
                      network of retail brokers, wealth managers and investment platforms. As such,
                      to the extent practicable on the transaction timetable, eligible UK retail
                      investors (including certificated retail shareholders) had the opportunity to
                      participate in the Retail Offer alongside institutional investors.

                      Allocations in the Retail Offer were preferentially directed towards
                       existing shareholders in keeping with the principle of soft pre-emption.

 

IMPORTANT NOTICES

This Announcement contains inside information and is issued on behalf of the
Group by Ian Houghton, Company Secretary.

This Announcement should be read in its entirety. In particular you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Unless otherwise stated, defined terms in this
Announcement have the meanings ascribed to them in Appendix 2 of the
announcement released by the Company earlier today titled "Proposed capital
raise through a placing of new ordinary shares".

This Announcement is not intended to, and does not constitute, or form part
of, any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities in any jurisdiction.

No action has been taken by the Company, the Banks, the Financial Adviser or
any of their respective affiliates, agents, directors, officers or employees
that would permit an offer of the securities referred to herein or possession
or distribution of this Announcement or any other offering or publicity
material relating to the securities referred to herein in any jurisdiction
where action for that purpose is required.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of the Banks, the Financial Adviser or by any of their
respective affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Banks, the Financial Adviser or any
of their respective affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by Company, and the Banks to
inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.  FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, New
Zealand, the Republic of South Africa, Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the securities
referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other jurisdiction of
the United States.

Members of the public are not eligible to take part in the Placing. This
Announcement is for information purposes only and is directed at and may only
be communicated to (a) in the European Economic Area ("EEA"), persons who are
"qualified investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the
United Kingdom, persons who are "qualified investors" within the meaning of
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024 (the "POATR") ("UK Qualified Investors") who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2) of the Order; or (iii) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons").

Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, in the EEA, Qualified
Investors, and in the UK, Relevant Persons. Persons distributing this
Announcement must satisfy themselves that is lawful to do so. This
Announcement is for information purposes only and shall not constitute an
offer to sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this restriction
may constitute a violation of the securities laws of such jurisdictions.
Persons needing advice should consult an independent financial adviser.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements.
Without limitation, any statements preceded or followed by or that include the
words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'',
''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'',
"would", "could" or "should", or words or terms of similar substance or the
negative thereof, are forward-looking statements.  Forward-looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions.  Many factors could cause actual results,
performance or achievements to differ materially from those projected or
implied in any forward-looking statements.  The important factors that could
cause the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industries.  Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. In light of these
risks, uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement.  The Company, its directors, the Banks and the
Financial Adviser each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the UK Listing Rules, the UK Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules, the rules of the
London Stock Exchange or the FCA.

Any indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Banks will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs"),
J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and Merrill Lynch
International ("BofA Securities") are each authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the FCA. Each of Barclays, Goldman Sachs, J.P. Morgan
Cazenove and BofA Securities is acting exclusively for the Company and no one
else in connection with the Placing, the content of this Announcement and
other matters described in this Announcement.  Barclays, Goldman Sachs, J.P.
Morgan Cazenove and BofA Securities will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of the Banks and any of their affiliates,
acting as investors for their own account, may take up a portion of the shares
in the Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by the Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any of their
affiliates may enter into financing arrangements (including swaps and
contracts for differences) with investors in connection with which the Banks
and any of their respective affiliates may from time to time acquire, hold or
dispose of shares. The Banks do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so. In addition, in the event that the Banks
acquire Placing Shares in the Placing, they may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as required by
applicable law or regulation, the Banks do not propose to make any public
disclosure in relation to such transactions.

Each of the Banks, the Financial Adviser and their respective affiliates may
have engaged in transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in the
ordinary course of their business with the Company and/or its affiliates for
which they would have received customary fees and commissions. Each of the
Banks, the Financial Adviser and their respective affiliates may provide such
services to the Company and/or its affiliates in the future. Certain of the
Banks, the Financial Adviser or their respective affiliates are lenders and/or
may in the future be, lenders, and in some cases agents or managers for the
lenders, under certain of the Group's credit facilities and other credit
arrangements. The Company may use any net proceeds it receives from the sale
of the Placing Shares to repay financial indebtedness, which may include such
credit facilities and other credit arrangements. In their capacity as lenders,
such lenders may, in the future, seek a reduction of a loan commitment to the
Company or its affiliates, or impose incremental pricing or collateral
requirements with respect to such facilities or credit arrangements, in the
ordinary course of business. In addition, certain of the Banks, the Financial
Adviser or their affiliates that have a lending relationship with the Company
or its affiliates may routinely hedge their credit exposure to the Company
and/or its affiliates consistent with their customary risk management
policies; a typical hedging strategy would include these Banks or their
affiliates hedging such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of short
positions in the Company's securities.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

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